SECOND LEASE MODIFICATION AGREEMENT
                                        
      THIS SECOND LEASE MODIFICATION AGREEMENT, made this 15 day of May, 1998 by
and  between HARTZ MOUNTAIN PARSIPPANY, a New Jersey general partnership  having
an  office at 400 Plaza Drive, Secaucus, New Jersey 07094 (hereinafter  referred
to  as  "Landlord")  and EMERSON RADIO CORP., a Delaware corporation  having  an
office at 9 Entin Road, Parsippany, NJ  07054-0430 (hereinafter referred  to  as
"Tenant").

                                   WITNESSETH:
                                        
      WHEREAS, by Agreement of Lease dated March 26, 1993, as amended  by  First
Lease  Modification  Agreement dated July 23, 1993 (collectively  the  "Lease"),
Landlord leased to Tenant and Tenant hired from Landlord approximately 40,646.75
square  feet  of Floor Space located at on the second floor of 9 Entin  Road  in
Parsippany, New Jersey (hereinafter the "Original Demised Premises"); and

      WHEREAS,  Landlord and Tenant wish to modify the Lease (a)  to  reflect  a
decrease in the area of the Demised Premises and (b) to extend the Term  of  the
Lease  for  an additional five (5) years beyond the current Expiration  Date  of
July 31, 1998, and amend the Lease accordingly;

     NOW, THEREFORE, for and in consideration of the Lease, the mutual covenants
herein  contained and the consideration set forth herein, the parties  agree  as
follows:

1.    The  Term of the Lease is hereby extended for a period of five years  from
August 1, 1998 until July 31, 2003 (the "Extended Period").

2.    During  the Extended Period, the Fixed Rent will be at the rate of  Twenty
Dollars  ($20.00)  per annum multiplied by the Floor Space of  the  New  Demised
Premises, as defined below.

3.   On or before July 31, 1998, Tenant will vacate and surrender in broom-clean
condition  and  otherwise  in  compliance  with  all  provisions  in  the  Lease
concerning  surrender of Demised Premises, the portion of the  Original  Demised
Premises  outlined  in  yellow  on  Exhibit A, attached  hereto  (the  "Released
Premises").

4.    Effective August 1, 1998, provided that Tenant has complied with paragraph
3, above, the Demised Premises will be reduced to 19,216 square feet as outlined
in  red on the attached Exhibit A (the "New Demised Premises").  From and  after
the later of the date that the Released Premises are vacated by Tenant or August
1,  1998, all reference in the Lease to the Demised Premises shall be deemed  to
refer to the New Demised Premises.

5.    Landlord  will,  at  its sole cost and expense,  demise  the  New  Demised
Premises  from  the  Original Demised Premises including, but  not  limited  to,
construction  of  a demising wall separating the New Demised  Premises  and  the
Original Demised Premises and separating the HVAC and electrical systems.

6.    Effective  August 1, 1998, provided Tenant has complied with paragraph  3,
above, Tenant's Fraction will be reduced to 10%.

7.    Effective  August 1, 1998, the number of Tenant's reserved parking  spaces
will be reduced to eight (8).

8.    Article 21.06 of the Lease and Section R2 of the Rider to Lease are hereby
deleted.

9.    Amending Article 21.07 of the Lease, Tenant will be permitted to  maintain
its  existing  exterior  signage on the Building until  such  time  as  Landlord
requests its removal.  At that time, Tenant shall promptly properly remove  same
and restore the affected area or Landlord shall do so at Tenant's expense.

10.  Notices to the Tenant pursuant to Article 34.01 of the Lease are to be sent
to the attention of the Legal Department.

11.  The following language is hereby inserted at the end of 3.05 of the Lease:

     In  the event that any check tendered by Tenant to Landlord is returned for
     insufficient funds, Tenant shall pay to Landlord, in addition to the charge
     imposed by the preceding sentence, a fee of $25.00.

12.  The  following language is hereby inserted at the end of Article 11.08.  of
     the Lease:

     Notwithstanding anything contained in this Lease to the contrary,  Landlord
     shall  not  be obligated to entertain or consider any request by Tenant  to
     consent  to any proposed assignment of this Lease or sublet of all  or  any
     part  of  the Demised Premises unless each request by Tenant is accompanied
     by  a  non-refundable fee payable to Landlord in the amount of One Thousand
     Dollars  ($1,000.00) to cover Landlord's administrative, legal,  and  other
     costs  and  expenses  incurred in processing  each  of  Tenant's  requests.
     Neither  Tenant's  payment nor Landlord's acceptance of the  foregoing  fee
     shall  be  construed to impose any obligation whatsoever upon  Landlord  to
     consent to Tenant's request.

13.  Both parties represent that no broker was instrumental in bringing about or
consummating this Second Lease Modification Agreement and that neither party had
conversations  or  negotiations  with any broker  concerning  the  Second  Lease
Modification.  Tenant agrees to indemnify and hold harmless Landlord against and
from  any  claims  for  any brokerage commissions and all  costs,  expenses  and
liabilities  in connection therewith, including, without limitation,  reasonable
attorneys'  fees and expenses, arising out of any conversations or  negotiations
had by Tenant with any broker.

14.   Except  as provided herein, all of the terms and conditions  of  the 
Lease dated  as  amended above are in full force and effect and are  confirmed
as  if fully set forth herein.

      IN  WITNESS  WHEREOF,  the parties hereto have caused  this  Second  Lease
Modification  Agreement to be duly executed as of the day and year  first  above
written.

ATTEST:                        HARTZ MOUNTAIN PARSIPPANY
                               BY:  HARTZ MOUNTAIN INDUSTRIES, INC.


/s/ Witness                    By:  /s/ Irwin A. Horowitz
                               Irwin A. Horowitz
                               Executive Vice President


ATTEST:                        EMERSON RADIO CORP.


/s/ Witness                    By:  /s/ John P. Walker
                               John P. Walker
                               Chief Financial Officer